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                                                                    EXHIBIT 10.8

                                   VALLEY BANK

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS SEVERANCE AGREEMENT ("AGREEMENT") is entered into by and between VALLEY
BANK (the "BANK"), a Nevada state-chartered bank, and DICK HOLTZCLAW
("EXECUTIVE"), effective as of March 22, 2000.

The Bank and Executive agree as follows:

1.    COMMITMENT OF EXECUTIVE. In the event that any person extends any proposal
      or offer which is intended to or may result in a Change In Control
      (defined below), Executive shall, at the Bank's request, assist the Bank
      in evaluating such proposal or offer. Further, subject to the additional
      terms and conditions of this Agreement, in order to receive the Change In
      Control Payment (defined below), Executive cannot resign from the Bank
      during any period from the receipt of a specific Change In Control
      proposal up to the consummation or abandonment of the transaction
      contemplated by such proposal.

2.    CHANGE IN CONTROL. For the purposes of this Agreement, the term "CHANGE IN
      CONTROL" means (a) a person or entity or a group of persons or entities
      acting in concert acquiring or otherwise becoming the owner (as a result
      of a purchase, merger, stock exchange, or otherwise) of more than fifty
      percent (50%) of the outstanding common stock of the Bank, or (b) the
      merger of the Bank into any corporation, or the merger of any corporation
      into the Bank, where more than fifty percent (50%) of the stock of such
      corporation or the Bank, as the case may be, is owned other than by the
      owners of the common stock of the Bank, prior to such merger, or (c) the
      sale of substantially all of the assets of the Bank; provided, however,
      that an internal reorganization of the Bank (i.e., formation of a holding
      company) shall not constitute a Change in Control.

3.    PAYMENT OBLIGATIONS.

      3.1   Closing of Change in Control. If, consistent with Section 1,
            Executive remains employed with the Bank through the closing of a
            Change in Control, then upon such closing, Executive shall receive a
            single cash payment (the "CHANGE IN CONTROL PAYMENT") in an amount
            equal to one and one-half (1.5) times Executive's highest W-2 income
            (before salary deferrals) received from the Bank over the three
            years preceding the date of closing. Upon payment of the Change in
            Control Payment to Executive, this Agreement shall terminate.

      3.2   Termination Prior to Change in Control. If, prior to a Change in
            Control, the Bank terminates Executive's employment without Cause
            (defined below) or Executive resigns for Good Reason (defined
            below), and within six months thereafter the Bank enters into an
            agreement for a Change in Control, or any party announces or is
            required by law to announce a prospective Change in Control of the
            Bank, then upon the closing of such Change in Control, Executive
            shall

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            receive the Change in Control Payment in an amount equal to one and
            one-half (1.5) times Executive's highest W-2 income (before salary
            deferrals) received from the Bank over the three years preceding the
            date of termination or resignation.

      3.3   Parachute Payment Limitation. Notwithstanding anything in this
            Agreement to the contrary, the Change in Control Payment shall not
            exceed an amount equal to One Dollar ($1.00) less than the amount
            that would cause the payment, together with any other payments
            received from the Bank, to be a "parachute payment" within the
            meaning of Section 280G(b)(2)(A) of the Internal Revenue Code of
            1986, as amended.

4.    TERMINATION OF AGREEMENT. This Agreement terminates immediately if, at any
      time before the Change in Control transaction closes, (i) the Bank
      terminates Executive's employment for Cause, (ii) Executive resigns from
      the Bank without Good Reason, (iii) Executive dies, or (iv) Executive is
      unable to perform his duties and obligations to the Bank for a period of
      90 consecutive days as a result of a physical or mental disability, unless
      with reasonable accommodation Executive could continue to perform such
      duties and making these accommodations would not pose an undue hardship on
      the Bank. This Agreement will terminate six months after Executive's
      employment is terminated by the Bank without Cause or by Executive for
      Good Reason, unless during such six-month period, the Bank enters into an
      agreement for a Change in Control, or a Change in Control is announced or
      required by law to be announced, in which case this Agreement will
      terminate upon payment of the Change in Control Payment pursuant to
      Section 3.2 or the abandonment of such Change in Control.

5.    DEFINITIONS.

      5.1   Cause. "CAUSE" means any one or more of the following:

            a.    Willful misfeasance or gross negligence in the performance of
                  Executive's duties.

            b.    Conviction of a crime in connection with his duties.

            c.    Conduct demonstrably and significantly harmful to the Bank, as
                  reasonably determined on the advice of legal counsel by the
                  Bank's board of directors.

      5.2   Good Reason. "GOOD REASON" means only any one or more of the
            following:

            a.    Reduction, without Executive's consent, of Executive's salary
                  or elimination of any compensation or benefit plan benefiting
                  Executive, unless the reduction or elimination is generally
                  applicable to substantially all similarly situated Bank
                  employees (or employees of a successor or controlling entity
                  of the Bank) formerly benefited.

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            b.    The assignment to Executive without his consent of any
                  authority or duties materially inconsistent with Executive's
                  position as of the date of this Agreement.

            c.    A relocation or transfer of Executive's principal place of
                  employment that would require Executive to commute on a
                  regular basis more than [30] miles each way from his current
                  business office at the Bank on the date of this Agreement,
                  unless Executive consents to the relocation or transfer.

6.    ARBITRATION. At either party's request, the parties must submit any
      dispute, controversy or claim arising out of or in connection with, or
      relating to, this Agreement or any breach or alleged breach of this
      Agreement, to arbitration under the American Arbitration Association's
      rules then in effect (or under any other form of arbitration mutually
      acceptable to the parties). A single arbitrator agreed on by the parties
      will conduct the arbitration. If the parties cannot agree on a single
      arbitrator, each party must select one arbitrator and those two
      arbitrators will select a third arbitrator. This third arbitrator will
      hear the dispute. The arbitrator's decision is final (except as otherwise
      specifically provided by law) and binds the parties, and either party may
      request any court having jurisdiction to enter a judgment and to enforce
      the arbitrator's decision. The arbitrator will provide the parties with a
      written decision naming the substantially prevailing party in the action.
      This prevailing party is entitled to reimbursement from the other party
      for its costs and expenses, including reasonable attorneys' fees. All
      proceedings will be held at a place designated by the arbitrator in Clark
      County, Nevada. The arbitrator, in rendering a decision as to any state
      law claims, will apply Nevada law.

7.    WITHHOLDING. All payments required to be made by the Bank hereunder to
      Executive shall be subject to the withholding of such amounts, if any,
      relating to tax and other payroll deductions as the Bank may reasonably
      determine should be withheld pursuant to any applicable law or regulation.

8.    OTHER COMPENSATION AND TERMS OF EMPLOYMENT. This Agreement is not an
      employment agreement. Accordingly, except with respect to the Change In
      Control Payment, this Agreement shall have no effect on the determination
      of any compensation payable by the Bank to Executive, or upon any of the
      other terms of Executive's employment with the Bank. The specific
      arrangements referred to herein are not intended to exclude any other
      benefits which may be available to Executive upon a termination of
      employment with the Bank pursuant to employee benefit plans of the Bank or
      otherwise.

9.    MISCELLANEOUS PROVISIONS.

      9.1   Entire Agreement. This Agreement constitutes the entire
            understanding and agreement between the parties concerning its
            subject matter and supersedes all prior agreements, correspondence,
            representations, or understandings between the parties relating to
            its subject matter.

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      9.2   Binding Effect. This Agreement will bind and inure to the benefit of
            the Bank's and Executive's heirs, legal representatives, successors
            and assigns.

      9.3   Waiver. Any waiver by a party of its rights under this Agreement
            must be written and signed by the party waiving its rights. A
            party's waiver of the other party's breach of any provision of this
            Agreement will not operate as a waiver of any other breach by the
            breaching party.

      9.4   Amendment. This Agreement may be modified only through a written
            instrument signed by both parties.

      9.5   Severability. The provisions of this Agreement are severable. The
            invalidity of any provision will not affect the validity of other
            provisions of this Agreement.

      9.6   Counsel Review. Executive acknowledges that he has had the
            opportunity to consult with independent counsel with respect to the
            negotiation, preparation, and execution of this Agreement.

      9.7   Governing Law and Venue. This Agreement will be governed by and
            construed in accordance with Nevada law, except to the extent that
            certain matters may be governed by federal law. The parties must
            bring any legal proceeding arising out of this Agreement in Clark
            County, Nevada.

      9.8   Counterparts. This Agreement may be executed in one or more
            counterparts, each of which will be deemed an original, but all of
            which taken together will constitute one and the same document.

      Signed March ___, 2000.

                                               VALLEY BANK

                                               By /s/ Barry Hulin
                                                  -----------------------------
                                               Its President and CEO

                                               EXECUTIVE

                                               /s/ Dick Holtzclaw
                                               ---------------------------------
                                               Dick Holtzclaw

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               AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT

This Amendment to Change in Control Severance Agreement ("Amendment") is entered
into by and between VALLEY BANK (the "Bank") and DICK HOLTZCLAW ("Executive") as
of the 23rd day of October, 2002.

                                    RECITALS

A.    Executive and the Bank are parties to a Change in Control Severance
      Agreement, dated March 22, 2000 (the "Severance Agreement"), pursuant to
      which Executive is entitled to receive a Change in Control Payment (as
      defined in the Severance Agreement) in connection with a change in control
      of the Bank.

B.    On May 1, 2001, the Bank was reorganized as a wholly owned subsidiary of
      Valley Bancorp ("Bancorp") (the "Reorganization").

C.    In light of the Reorganization, Executive and the Bank wish to amend the
      Severance Agreement to make Bancorp a party to such agreement and to
      clarify that all provisions of the Severance Agreement applicable to the
      Bank are equally applicable to Bancorp.

                                    AGREEMENT

The parties agree as follows:

1.    Application to Bancorp. All references in the Severance Agreement to the
      "Bank" are hereby amended to read "the Bank and/or Valley Bancorp."

2.    Miscellaneous.

      a.    No Other Changes. Except as revised by Section 1 of this Amendment,
            all other terms of the Severance Agreement remain unchanged and
            continue in full force and effect.

      b.    Governing Law. This Amendment is governed by Nevada law.

Effective as of the date first set forth above.

VALLEY BANK                                          EXECUTIVE

By /s/ Robert E. O'Connell                           Dick Holtzclaw
   -----------------------------------------         --------------------------
   Robert E. O' Connell                              Dick Holtzclaw
   Chairman of the Board of Directors

Acknowledged and agreed:

VALLEY BANCORP

By /s/ Robert E. O'Connell
   -----------------------------------------
   Robert E. O'Connell
   Chairman of the Board of Directors